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Regulation 8 Form and content of prospectus

Changes not yet applied. Later legislation changes this provision in ways not yet written into the text below:

(1)

Subject to regulation 11 and to paragraphs (2), (4), (5) and (6), a prospectus shall contain the information specified in Parts II to X of Schedule 1 to these Regulations (which shall be construed in accordance with Part I of that Schedule).

(2)

Where the requirement to include in a prospectus any information (the “required information”) is inappropriate to the issuer’s sphere of activity or to its legal form or to the securities to which the prospectus relates, the requirement—

(a)

shall have effect as a requirement that the prospectus contain information equivalent to the required information; but

(b)

if there is no such equivalent information, shall not apply.

(3)

The information in a prospectus shall be presented in as easily analysable and comprehensible a form as possible.

(4)

Where, on the occasion of their admission to dealings on an approved exchange, securities falling within paragraph 1 of Schedule 1 to the Act are offered on a pre-emptive basis to some or all of the existing holders of such securities, a body or person dealing designated for the purposes of this paragraph by the Treasury shall have power to authorise the omission from a prospectus subject to this regulation of specified information provided that up-to-date information equivalent to that which would otherwise be required by this regulation is available as a result of the requirements of that approved exchange.

In this paragraph, “specified information” means information specified in paragraph 41 to 47 of Schedule 1 to these Regulations.

(5)

Where a class of securities falling within paragraph 1 of Schedule 1 to the Act has been admitted to dealings on an approved exchange, a body or person designated for the purposes of this paragraph by the Treasury shall have power to authorise the making of an offer without a prospectus, provided that—

(a)

the number or estimated market value or the nominal value or, in the absence of a nominal value, the accounting par value of the securities offered amounts to less than ten per cent of the number or the corresponding value of securities of the same class already admitted to dealings; and

(b)

up-to-date information equivalent to that required by this regulation is available as a result of the requirements of that approved exchange.

(6)

Where a person—

(a)

makes an offer to the public in the United Kingdom of securities which he proposes to issue; and

(b)

has, within the 12 months preceding the date on which the offer is first made, published a full prospectus relating to a different class of securities which he has issued, or to an earlier issue of the same class of securities,

he may publish, instead of a full prospectus, a prospectus which contains only the differences which have arisen since the publication of the full prospectus mentioned in sub-paragraph (b) and any supplementary prospectus and which are likely to influence the value of the securities, provided that the prospectus is accompanied by that full prospectus and any supplementary prospectus or contains a reference to it or them; and, for this purpose, a full prospectus is one which contains the information specified in Parts II to X of Schedule 1 (other than any information whose omission is authorised by or under paragraph (2) or (4) or regulation 11).